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RES 2012-18 - 14899RESOLUTION NO. 2012 - 18 A RESOLUTION APPROVING AND AUTHORIZING EXECUTION OF LIQUOR STORE LEASE BETWEEN CITY OF FRIDLEY AND ZCOF TL FRIDLEY, LLC WHEREAS, the City of Fridley has an existing lease for its warehouse liquor stare with ZCOF TL Fridley, LLC, a.k.a. Tri-Land Developments, Inc. of Westchester, Illinois located at 260 57th Avenue NE, Fridley, Minnesota; and WHEREAS, Tri-Land Developments is in the process of finalizing redevelopment plans for the shopping center which currently houses the City's liquor stare and Cub Foods; and WHEREAS, the redevelopment plans will change the location, layout and size of the liquor stare. The new footprint will resemble a more traditional strip mall size and shape by providing a narrower storefront width and a deeper stare depth. The new liquor stare will be approximately 2,760 feet smaller allowing for more efficient operations and a more controlled flaw of customers through one entrance rather than the current two entrances; and WHEREAS, the terms of the lease are similar to the existing lease and provides for the current annual lease rate of $109,980.75 through October 31, 2013, and an additional five -year lease beginning November 1, 2013 through October 31, 2018 at an annual rate of $126,777.81, with the option of two additional five -year terms that include fixed rent adjustments; and WHEREAS, the liquor stare experienced a decrease in sales since Gander Mountain vacated the space next to the liquor stare, the redevelopment plan provides for additional tenants which should help the liquor stare regain last sales; and WHEREAS, the City was able to negotiate a monthly $1,000 rent rebate into the lease to help insulate the City against the rent increase if the shopping center does not achieve its anticipated 75% occupancy for the first five -year term from 2013 to 2018; and WHEREAS, the new lease provides for a $50,000 renovation allowance for relocating the cooler and associated condensers, signage and decorating expenses; and WHEREAS, the common area maintenance services will be provided by Tri -Land Development and the liquor stare shall only be responsible for its prorated share of the shopping center; and WHEREAS, the lease is contingent upon Cub Foods signing a new lease. NOW, THEREFORE, BE IT RESOLVED, that the City Council of the City of Fridley hereby approves the liquor stare lease, shown in Attachment 1, between the City of Fridley and ZCOF TL Fridley, LLC, located at the new address of 260 57th Avenue NE, Fridley, Minnesota, authorizes the execution of the lease by the Mayor with the stipulation that the lease not be delivered to the landlord until evidence of a new Cub Foods lease is received. PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF FRIDLEY THIS 13TH DAY OF FEBRUARY 2012. Scott k Lund, Mayor ATTEST: 4L_4vnn�_ Debra A. Skagen Oty Clerk Resolution No. 20 12- 18 LEASE FOR FRIDLEY MARKET FRIDLEY, MINNESOTA ARTICLE I. BASIC LEASE PROVISIONS AND ENUMERATION OF EXHIBITS. Section 1.1. Basic Lease Provisions. EFFECTIVE DATE: LANDLORD: ZCOF TL Fridley LLC, a Delaware limited liability company. ADDRESS OF LANDLORD: c/o Tri -Land Developments, Inc., One Westbrook Corporate Center, Suite 520, Westchester, Illinois 60154 -5764. With a copy of all notices to c/o EGI Properties, L.L.C., Two North Riverside Plaza, Suite 600, Chicago, Illinois 60606 Attn: Leasing Coordinator. TENANT: City of Fridley, a Minnesota municipal corporation. NOTICE ADDRESS OF TENANT: 6431 University Ave. NE., Fridley, Minnesota 55432 -4384 Attention: Director of Finance. TENANT'S TRADE NAME: Fridley Liquors. LEASED PREMISES: The space designated and crass - hatched on Exhibit A, commonly known as 260 57th Avenue N.E., Fridley, Minnesota 55421. FLOOR AREA: 10,540 square feet, being the deemed rentable area of the Leased Premises, as outlined in Exhibit A, subject to re- measurement as provided in Section 3.1 below. LEASE TERM: Approximately six (6) Lease Years (plus a Partial Lease Year, prior to the first Lease Year). FIXED MINIMUM RENT: Lease Year/Period 1, including Partial Lease Year preceding first Lease Year (Commencement Date — 10/31/2013) 2 through 6 (11/1/2013 — 1013112018) 05342\00707\910454.10 Annual Fixed Minimum Rent $109,980.75 $126,777.81 Lease Year/Period Annual Fixed Minimum Rent (Option Terms) 7 through 11 (11/1/2018 — 10/3 1/2023) $145,841.14 12 through 16 (11/1/2023 — 10/31/2028) $167,703.98 PERMITTED USES: A municipal liquor store and no other uses, subject to all of the terms, covenants and conditions set forth in this Lease including, without limitation, the covenants set forth in Article VIII. SECURITY DEPOSIT: None. Section 1.2. Enumeration of Exhibits. The exhibits enumerated in this Section 1.2 and attached to this Lease are incorporated in this Lease by this reference. Exhibit A. Site Plan of Fridley Market. Exhibit B. Depiction of Existing Premises. Exhibit C. Description of Landlord's Work. Exhibit D. Description of Tenant's Work. Exhibit E. Sign Criteria. Exhibit F. Rules and Regulations. Exhibit G. Depiction of Designated Spaces. Exhibit H. Depiction of Loading Area. ARTICLE II. LEASED PREMISES AND TERM Section 2.1. Shopping Center. Landlord is the owner of the tract of land located in the City of Fridley, Minnesota, commonly known as "Fridley Market" ( "Landlord's Tract "). Landlord's Tract is depicted on Exhibit A. Landlord's Tract and any improvements and appurtenances constructed thereon from time to time are sometimes hereinafter referred to as the "Shopping Center." Landlord reserves the right from time to time during the Lease Term to make changes to the Shopping Center including the size and location of the buildings and Common Areas, to construct kiosks, enclosed malls or courts, and to redesign or redecorate any or all of the Shopping Center. Section 2.2. Leased Premises. Landlord hereby leases and demises to Tenant, and Tenant hereby leases from Landlord, subject to and with the benefit of the provisions of this Lease, the Leased Premises. 05392 \00707 \910454.10 2 Section 2.3. Commencement of the Term. The Lease Term, and the obligations of the Tenant to pay Rent hereunder and to commence retail operations in the Leased Premises, shall commence and accrue on the earlier of (a) the date that Tenant first opens for business to the public fully fixtured, stocked and staffed in the Leased Premises, or (b) the sixtieth (60th) day following the date on which Landlord delivers possession of the Leased Premises to Tenant with those portions of Landlord's Work more particularly described in Sections 1 through 5 of Exhibit C substantially complete (the "Delivery Date "). Such date of commencement of the Lease Term as hereinabove provided, is referred to as the "Commencement Date." Tenant shall perform diligently such of its obligations contained in Exhibit D as are to be performed by it prior to the Lease Term, and shall complete its work not later than the Commencement Date. Section 2.4. Existing. Landlord and Tenant are currently parties to that certain Shopping Center Sublease dated as of June 14, 1999, as amended by that certain First Amendment to Lease dated as of September 21, 2006 (collectively referred to herein as the "Existing Lease "), for certain premises consisting of approximately 13,331 square feet, including the Leased Premises and additional premises referred to herein as the "Surrender Premises ", as depicted on Exhibit B attached hereto (the Leased Premises and the Surrender Premises are collectively referred to herein as the "Existing Premises "). Prior to the Commencement Date, Tenant shall continue to occupy the Existing Premises subject to the terms, covenants and conditions of the Existing Lease, except as otherwise expressly provided in this Lease. Tenant shall relocate Tenant's operations from the Existing Premises to the Leased Premises, as more particularly described in Exhibit C and Exhibit D, and open for business to the public in the Leased Premises on the Commencement Date. Effective as of the Commencement Date, the Existing Lease shall terminate and shall be of no further force or effect, and thereafter Tenant shall be deemed to have surrendered possession of the Surrender Premises to Landlord, shall have no right to possession of the Surrender Premises, and shall have no right to conduct operations therein; provided, however, Landlord will allow Tenant to store its trade fixtures, equipment and personal property located in the Surrender Premises immediately prior to the Commencement Date in the Surrender Premises for a period of fourteen (14) days following the Commencement Date, following which Landlord shall have right to remove and dispose of same without liability to Tenant therefor. Until such time as Tenant has removed all of its trade fixtures, equipment and personal property from the Surrender Premises, Tenant shall: (i) continue to maintain (a) property insurance covering all of Tenant's personal property located in the Surrender Premises and (b) liability insurance covering any entry onto the Surrender Premises by Tenant and anyone holding under Tenant, including but not limited to Tenant's agents, contractors and employees; and (ii) save Landlord, Landlord's beneficiaries and agents, their respective officers, employees, shareholders, directors, partners, managers and members and their respective successors and assigns, harmless and indemnified from all injury, loss, claims or damage to any person or property while on the Surrender Premises occasioned by an act or omission of Tenant, or of anyone claiming by, through or under Tenant, and any injury or damage to any person or property occurring in, on or about the Surrender Premises or any part thereof. Section 2.5. Term of Lease. The Lease Term shall be for the period specified in Section 1.1 supra, unless otherwise terminated or extended as provided herein. 05392 \00707 \910454.10 3 Section 2.6. Definition of Lease Year. The term "Lease Year" means a period of twelve (12) consecutive calendar months, provided, however, that prior to the first Lease Year there shall be a "Partial Lease Year" which shall commence on the Commencement Date and shall end on October 31, 2012. The first Lease Year shall commence on November 1, 2012 and shall end on October 31, 2013, and each succeeding Lease Year shall commence upon the anniversary date of the first full Lease Year. Section 2.7. Extension Options. Provided Tenant is not otherwise in default hereunder beyond any applicable notice and cure period and is continuously operating in the Leased Premises for the Permitted Uses at the time of Tenant's delivery of the First Extension Notice (defined herein), Tenant shall have the option ( "First Extension Option ") to extend the Lease Term for one (1) period of five (5) additional Lease Years (the "First Option Term "), subject to the terms, conditions, covenants and provisions of this Lease. Tenant shall exercise the First Extension Option by giving Landlord written notice thereof ( "First Extension Notice ") at least three hundred thirty -five (335) days prior to the expiration of the initial Lease Term. If Tenant shall fail to timely deliver the First Extension Notice to Landlord, or if Tenant shall be in default beyond any applicable notice and cure period at the time of Tenant's delivery of the First Extension Notice, the First Extension Option shall immediately become null and void. In addition, provided Tenant has properly exercised the First Extension Option and further provided Tenant is not otherwise in default hereunder and is continuously operating in the Leased Premises for the Permitted Uses beyond any applicable notice and cure period at the time of Tenant's delivery of the Second Extension Notice (defined herein), Tenant shall have the option ( "Second Extension Option ") to extend the Lease Term for one (1) period of five (5) additional Lease Years (the "Second Option Term "), subject to the terms, conditions, covenants and provisions of this Lease. Tenant shall exercise the Second Extension Option by giving Landlord written notice thereof ( "Second Extension Notice ") at least at least three hundred thirty - five (335) days prior to the expiration of the First Option Term. If Tenant shall fail to timely deliver the Second Extension Notice to Landlord, or if Tenant shall be in default beyond any applicable notice and cure period at the time of Tenant's delivery of the Second Extension Notice, the Second Extension Option shall immediately become null and void. Section 2.8. Fridley 1998 L.L.C. Lease. It shall be an express condition precedent for both Landlord and Tenant that Landlord and Fridley 1998 L.L.C. ( "Cub ") enter into a new lease to reconfigure Cub's current premises in the Shopping Center (the "New Cub Lease "). Landlord shall notify Tenant in writing upon the execution of the New Cub Lease and verify the New Cub Lease by showing Tenant the face page and the signature page of the New Cub Lease. ARTICLE III. CONSTRUCTION. Section 3.1. Construction by Landlord. Landlord will perform work in the Existing Premises and the Leased Premises substantially in accordance with the outline specifications described in the schedule entitled Description of Landlord's Work and attached hereto as Exhibit C. Not later than the Commencement Date, Landlord's architect will calculate the actual Floor Area of the Leased Premises. If, pursuant to said calculation, the actual Floor Area of the Leased Premises is less than or greater than that stated herein, then all applicable references to the Floor Area of the Leased Premises shall be amended in accordance with said calculation; provided, 05392 \00707\910454.10 4 however, that if the square footage for the Leased Premises is equal to or greater than 10,300 square feet, then the Fixed Minimum Rent payable by Tenant under this Lease shall not be affected. If the square footage for the Leased Premises less than 10,300 then the Fixed Minimum Rent shall be amended to be $10.43 multiplied by the actual number of square feet for the Leased Premises. In determining the Floor Area of the Leased Premises, measurement shall be taken from the outside surface of exterior walls and the center of interior dividing or demising walls. Section 3.2. Construction by Tenant. All work to be performed by Tenant prior to the Commencement Date shall be governed by Exhibit D attached hereto and made a part hereof. Any work to be performed by Tenant following the Commencement Date shall be governed by Section 8.1.I of this Lease. Section 3.3. Renovation Allowance. Provided Tenant is not otherwise in default beyond any applicable notice and cure period, Landlord will reimburse Tenant for a portion of the costs incurred by Tenant in relocating or replacing or adding fixtures, equipment and merchandise to the Leased Premises in the amount of up to Fifty Thousand and No /100 Dollars ($50,000.00) (the "Renovation Allowance "), which amount shall be payable within forty -five (45) days following the later to occur of (i) the Commencement Date and (ii) the date Tenant submits to Landlord a written statement requesting such payment accompanied by paid invoices covering all costs incurred by Tenant in connection with such work, certifies that the Shopping Center is free and clear of all mechanics' liens and other encumbrances relating to such work by submitting a commercially reasonable form reasonably acceptable to Landlord and Tenant, and provides to Landlord waivers, affidavits and releases of lien from all of Tenant's contractors and material suppliers relating to such work in form and substance reasonably satisfactory to Landlord ARTICLE IV. METHOD OF RENT PAYMENT. Section 4.1. Fixed Minimum Rent. Tenant agrees to pay to Landlord, or to such other persons as Landlord may direct, without demand, at the Address of Landlord or such place as Landlord may by notice in writing to Tenant from time to time direct, Fixed Minimum Rent in the amount specified in Section 1.1, payable in United States Dollars in advance in equal successive monthly installments commencing on the first day of the Lease Term for the first month of the Lease Term and thereafter on the first day of each calendar month of the Lease Term. If the Lease Term commences on a day other than the first day of the month, the monthly rent payment for the first month shall be prorated on the basis of one - thirtieth (1 /30th) of said monthly payment for each day of said month that is included in the Lease Term. Until notified to the contrary by Landlord, Tenant shall pay all amounts payable under this Lease to Tri -Land Developments, Inc., One Westbrook Corporate Center, Suite 520, Westchester, Illinois 60154- 5764. Section 4.2. Delinquency Charge For Late Rent Payment -- Returned Check Charge. To the extent permitted by law, to each and every payment of Rent which is not received by Landlord when due, there shall be added a delinquency charge equal to ten percent (10 %) of said installment, payable immediately without the necessity of notice or demand by Landlord as additional Rent hereunder. In addition, Tenant shall pay Landlord as additional Rent the sum of Twenty Five Dollars ($25.00) for each check given to Landlord by or on behalf of Tenant that is returned unpaid due to insufficient funds or otherwise. 05392 \00707 \910454.10 5 Section 4.3. Definition of Rent. The term "Rent" means all amounts due Landlord from Tenant under or pursuant to this Lease, including, without limitation, Fixed Minimum Rent, amounts due on account of real estate taxes, Operating Costs and insurance premiums. Section 4.4. Fixed Minimum Rent Rebate. Provided that Tenant is not otherwise in default under any provision of this Lease beyond any applicable notice and cure period, Tenant shall be entitled to a partial rebate of Fixed Minimum Rent (the "Rent Rebate "), calculated on a daily basis, during the period commencing on November 1, 2013 through October 31, 2018 ( "Rent Rebate Period "). During the Rent Rebate Period, the Rent Rebate shall be equal to One Thousand and No /100 Dollars ($1,000.00) per month for each calendar month (pro -rated for any partial month) following November 1, 2013 during which less than seventy -five percent (75 %) of the total floor area of the remaining existing building of the Shopping Center is leased and occupied. The total Rent Rebate for each calendar year shall be calculated and paid to Tenant within sixty (60) days following the end of such calendar year. Landlord shall give Tenant written notice of the first date on which seventy -five percent (75 %) or more of the total floor area of the Shopping Center is leased and occupied (the "Minimum Occupancy Date "), following which Minimum Occupancy Date Tenant shall have no further right to the Rent Rebate; provided, however, if at any time following the Minimum Occupancy Date and prior to October 31, 2018 the total floor area of the Shopping Center which is leased and occupied is again less than seventy -five percent (75 %), Landlord shall give Tenant prompt written notice thereof, whereupon Tenant shall again be entitled to the Rent Rebate effective as of the date on which less than seventy -five percent (75 %) of the Shopping Center is leased and occupied until the earlier to occur of: (a) the date on which Landlord gives Tenant written notice of the first date on which seventy -five percent (75 %) or more of the total floor area of the Shopping Center is again leased and occupied, and (b) October 31, 2018. Notwithstanding anything set forth herein to the contrary, the Rent Rebate shall terminate and be of no further force or effect following October 31, 2018. ARTICLE V. OPERATION OF THE SHOPPING CENTER. Section 5.1. Common Areas and Facilities. Landlord shall make available from time to time such areas and facilities of the Shopping Center for the common benefit of the tenants and occupants of the Landlord's Tract as Landlord shall deem appropriate. Landlord shall, subject to the other provisions of this Lease, operate, manage, equip, heat, ventilate, cool, light, insure, secure, repair and maintain such common areas and facilities of the Shopping Center for their intended purposes in such manner as Landlord shall in its sole discretion determine, and may from time to time change the size, location, use and nature of any common area and facility, sell or lease any portion thereof, or assign the exclusive use thereof to one or more tenants; and may make installations therein and move and remove such installations, including the installation of kiosks, enclosed malls or courts. Landlord shall designate a Landlord representative with whom Tenant may communicate regarding Tenant's maintenance needs with respect to the Common Areas. Tenant shall not be required to look to Cub or any other tenant of the Shopping Center for performance of any required maintenance or repairs in the Common Areas which are Landlord's obligations under this Lease. Section 5.2. Use of Common Areas. Tenant and its permitted concessionaires, officers, employees, agents, customers and invitees shall have the non - exclusive right, in common with 05392 \00707\910454.10 6 Landlord and all others to whom Landlord has or may hereafter grant rights, to use such portions of the common areas as designated from time to time by Landlord, subject to such reasonable regulations as Landlord may from time to time impose including the designation of specific areas in which cars owned by Tenant, its permitted concessionaires, officers, employees and agents must be parked. Tenant agrees to abide by such regulations and to use its best efforts to cause its permitted concessionaires, officers, employees, agents, customers and invitees to conform thereto. Landlord may at any time close temporarily any common area to make repairs or changes to prevent the acquisition of public rights in such area or to discourage noncustomer parking; and may do such other acts in and to the common areas as in its judgment may be desirable to improve the convenience thereof. Tenant shall upon request furnish to Landlord the license numbers and description of the cars operated by Tenant and its permitted concessionaires, officers, employees, and agents. Tenant shall not at any time interfere with the rights of Landlord and other tenants, and their permitted concessionaires, officers, employees, agents, customers and invitees, to use any part of the parking areas and other common areas. Landlord reserves the right to grant to other tenants and third persons such exclusive and non - exclusive rights in the common areas as from time to time the Landlord deems appropriate. Section 5.3. Operating Cost Pam. During each Landlord Fiscal Year (or portion thereof) during the Lease Term following the Commencement Date, Tenant shall pay to Landlord on account of Tenant's obligation under Section 5.4, the Operating Cost Payment which shall be payable in equal monthly installments on the first day of every calendar month during the Lease Term and a pro -rata sum for the partial month, if any, at the beginning of the Lease Term, payable on the Commencement Date. The Operating Cost Payment shall be equal to one - twelfth (1 /12th) of the total annual Operating Costs, as estimated by Landlord, plus an Administrative Charge equal to twelve and one -half percent (12.5 %) of the foregoing. Following each Landlord Fiscal Year, the Operating Cost Payment shall be adjusted upwards or downwards based on Landlord's estimate of what the actual costs for the current Landlord Fiscal Year will be, as defined in Section 5.4 hereof, including the appropriate Administrative Charges as herein provided, which shall be payable retroactively to the first day of such Landlord Fiscal Year. "Landlord Fiscal Year" shall mean the fiscal year established by Landlord in its sole discretion. Section 5.4. Landlord's Operating Costs. Tenant shall pay as additional Rent "Tenant's Pro -Rata Share" (as such term is defined in Section 11.1 of this Lease) of all reasonable costs and expenses paid or incurred by Landlord during the Lease Term in operating, equipping, policing (if and to the extent provided by Landlord), protecting, insuring, heating, cooling, lighting, painting, cleaning, ventilating, repairing, replacing and maintaining the Shopping Center. Operating Costs shall include, but not be limited to: (i) maintaining the enclosed Common Areas including the service corridors and utility rooms that serve multiple tenants; (ii) traffic control including signage repairs and replacements, line painting, and temporary staffed traffic control personnel; (iii) cleaning; repairing and maintaining foundations, walls, roofs, gutters, downspouts, fascias, soffits, canopies; (iv) security, including security service personnel, security camera and fire alarm systems, fire hydrants, sprinkler systems and other fire protection devices and equipment; (v) repair of water and sewer lines outside tenant spaces, including periodic video line inspections and jetting; (vi) removal of rubbish and other refuse, not including the removal of individual tenant trash pickup; (vii) pedestrian traffic direction and control; (viii) exterior illumination of buildings and Common Areas; (viii) illumination and maintenance of 05392 \00707 \910454.10 7 Shopping Center signs; (ix) dirt, debris, snow and ice clearance; (x) planting, maintaining, replanting and replacing flowers and other landscaping; (xi) water and sewage charges; (xii) the costs associated with the operation of a maintenance shop including electricity, gas, telephone, water and sewer charges; (xiii) premiums for mischief, vandalism, workers compensation, employees' liability, property damage, casualty, liability and other insurance; (xiv) wages, salaries and other personnel costs including costs of uniforms; wage, unemployment and social security taxes for persons directly engaged in performing on -site maintenance and repair of the Common Areas; (xv) required licenses and permits; supplies and hand tools; (xvi) all charges for utility services, including maintaining lighting fixtures (including the cost of light bulbs and electric current); (xvii) all costs, expenses, charges, or other impositions or assessments incurred by Landlord in connection with environmental protection legislation or regulation or imposed on the Shopping Center or any part thereof with regard thereto; and (xviii) reasonable depreciation of or rents paid for the leasing of equipment used in the operation of the Shopping Center. The following costs shall be excluded: (a) costs of equipment properly chargeable to Landlord's capital account and depreciation of the original cost of constructing the Shopping Center as well as the depreciation of all costs associated with the remodeling of the Shopping Center scheduled to begin in 2012; and (b) costs incurred in maintaining the roof and structure of the premises leased by Cub. In the event that any Operating Costs are incurred or increased as a result of the particular needs of Tenant, Landlord reserves the right to charge Tenant for the full amount of any Operating Costs incurred or increased as a result of Tenant's particular needs. Any Operating Cost which is incurred or increased as a result of the requirements of more than one tenant may be allocated among such tenants in a manner deemed equitable by Landlord. Landlord may, in its sole and absolute discretion but subject to the provisions of Section 5.5 below, defer billing to Tenant, all or any portion of any Operating Cost incurred in one Landlord Fiscal Year to future Landlord Fiscal Years. In the event that any Operating Costs are incurred or increased as a result of the particular needs of Tenant, Landlord reserves the right to charge Tenant for the full amount of any Operating Costs incurred or increased as a result of Tenant's particular needs. Any Operating Cost which is incurred or increased as a result of the requirements of more than one tenant may be allocated among such tenants in a manner deemed equitable by Landlord. In the event Operating Costs relating to outdoor areas and facilities are not separately incurred for the Shopping Center but are incurred together with other areas within the vicinity of the Shopping Center, then the cost allocable to the Shopping Center shall be an amount equal to the product of such total cost multiplied by a fraction, the numerator of which shall be the square footage of the outdoor area within the Shopping Center and the denominator of which shall be the sum of the square footage of the outdoor area within the Shopping Center plus the square footage of other outdoor areas outside the Shopping Center for which expenses have been incurred and included within such total cost. Section 5.5. Annual Operating Cost Budget; Landlord's Statement. Prior to the Commencement Date and not later than December 1 of each Landlord Fiscal Year thereafter, Landlord shall prepare and deliver to Tenant Landlord's budget for Operating Costs for the immediately following calendar year (the "Annual Operating Cost Budget ") which Annual Operating Cost Budget shall represent Landlord's good faith estimate of Operating Costs by category line item, based upon (except for the first full Landlord Fiscal Year and the Partial 05392 \00707 \910454.10 8 Lease Year) the actual Operating Costs for the Shopping Center for the prior Landlord Fiscal Year. In the event any Annual Operating Cost Budget includes a budgeted expenditure for a single line item repair or replacement estimated to cost in excess of (a) $25,000.00 during the initial Lease Term, (b) $30,000.00 in the First Option Term, or (c) $35,000.00 during the Second Option Term, Landlord shall provide Tenant with evidence of the need for such repair or replacement. In the event that Tenant, in good faith, shall reasonably dispute Landlord's conclusion of the need for such repair or replacement, Tenant shall notify the Landlord of such objection in writing within fifteen (15) business days following Tenant's receipt of the Annual Operating Cost Budget ( "Tenant's Objection Notice "). Upon Landlord's receipt of Tenant's notice, Landlord shall have the option to: (i) delete such line item form the Annual Operating Cost Budget; (ii) amend the Annual Operating Cost Budget to accommodate the rationale set forth in Tenant's Objection Notice; or (iii) provide the Tenant with a professional evaluation of the condition and the recommendation for the repair or replacement accompanied by an estimated cost to perform same, which evaluation and recommendation shall be conclusive. In the event that Landlord fails to provide Tenant with the aforementioned professional evaluation and recommendation within fifteen (15) days after Landlord's receipt of Tenant's Objection Notice, the repair or replacement, as the case may be, shall not be included in Operating Costs. Notwithstanding anything set forth in Section 5.4 to the contrary, in the event any item of repair or maintenance is to be performed over a period of Landlord Fiscal Years, the Annual Operating Cost Budget for the first Landlord Fiscal Year in which such repair or maintenance is to be performed shall separately identify the anticipated cost, timing and area of such work for each Landlord Fiscal Year separately and the total for all Landlord Fiscal Years in such period. In each Lease Year after the end of Landlord's Fiscal Year, and after the end of Landlord's Fiscal Year following expiration or termination of the Lease Term, Landlord shall furnish Tenant a statement, in reasonable detail, of (i) Landlord's actual Operating Costs paid or incurred by Landlord, and thereupon there shall be an adjustment between Landlord and Tenant with payment to or repayment by Landlord, as the case may be, to the end that Landlord shall receive the entire amount of Tenant's Pro -Rata Share of Operating Costs plus twelve and one -half percent (12.5 %) of the foregoing as the Administrative Charge. Any amount due from Tenant shall be payable within ten (10) days following the rendition of Landlord's statement therefor. Any amount due from Landlord shall be credited toward Tenant's next due Operating Cost Payment, or at the termination of the Lease Term, payable to Tenant within ten (10) days following the rendition of Landlord's statement described in this paragraph. The obligation of Landlord or Tenant hereunder shall survive the expiration or earlier termination of the Lease Term. ARTICLE VI. UTILITY SERVICE. Section 6.1. Utilities. Tenant agrees that throughout the Lease Term it will pay for and provide its own water meter, water meter pit, and other meters, heat, air conditioning, water, gas, electricity and all other utilities, and Tenant further agrees that it will pay all water and sewage charges imposed by government authority or otherwise. Tenant will not install or use any 05392 \00707 \910454.10 9 equipment on the Leased Premises which may exceed the capacity of any utility facilities serving the Leased Premises. ARTICLE VII. LANDLORD'S ADDITIONAL COVENANTS. Section 7.1. Repairs by Landlord. Landlord covenants to keep the foundations of the Leased Premises and the structural soundness of the roof, concrete floors and exterior walls thereof, in good order, repair and condition, unless any necessary work is required because of damage caused by any act, omission or negligence of Tenant, any permitted concessionaire or their respective employees, agents, invitees, licensees or contractors. Landlord shall not be required to commence any such repair until a reasonable time after written notice from Tenant that the same is necessary. The provisions of this Section 7.1 shall not apply in the case of damage or destruction by fire or other casualty or a taking under the power of eminent domain, in which events the obligations of Landlord shall be controlled by Article IX. Except as provided in this Section 7. 1, Landlord shall not be obligated to make repairs, replacements or improvements of any kind upon the Leased Premises, or any equipment, facilities or fixtures contained therein, which shall be the responsibility of Tenant as provided in Article VIII, Subsections 8.1 F and G. Section 7.2. Quiet Enjoyment. Landlord covenants that Tenant on paying the Rent and performing Tenant's obligations in this Lease shall peacefully and quietly have, hold and enjoy the Leased Premises throughout the Lease Term or until it is terminated as in this Lease provided. ARTICLE VIII. TENANT'S ADDITIONAL COVENANTS. Section 8.1. Covenants. Tenant covenants at its expense at all times during the Lease Term and during any other time that Tenant enters upon the Leased Premises, including any period prior to the Commencement Date: A. To perform promptly all of the obligations of Tenant set forth in this Lease, and to pay when due the Rent without notice and without any set-offs whatsoever. B. To operate in the Leased Premises only under Tenant's Trade Name for the Permitted Uses; to refrain from conducting any "going out of business ", or bankruptcy or similar distress sales. C. To record and report all Gross Sales as provided herein: (i) Within fifteen (15) days after the end of each fiscal quarter, or portion thereof, in the Lease Term, Tenant shall furnish Landlord a statement, certified by Tenant's Director of Finance, of Tenant's Gross Sales during such quarter or portion thereof. As used herein, "Gross Sales" shall mean the total amount in dollars of the actual sales price of all sales or rentals of merchandise (including gift certificates sold in or from the Leased Premises) and services, and all other receipts of business conducted in or from the Leased Premises, including sales by any sublessee, concessionaire, licensee and any other person or persons doing business in or from the Leased Premises. 05392 \00707 \910454.10 10 (ii) In the event any sublessee, concessionaire, licensee or other person or persons shall do business in or from the Leased Premises, Tenant is responsible for ensuring that such parties' records and statements conform to the requirements in this Article IV. The failure of any such parry to maintain records and statements as required hereunder, or to correctly report gross sales, shall be deemed a failure on the part of Tenant to conform to the requirements of this Article and shall subject Tenant to the remedies set forth in the Lease. D. To fully perform Tenant's Work in accordance with the terms set forth in this Lease and Exhibit D and open for business to the public in the Leased Premises fully fixtured, stocked and staffed on the Commencement Date for one (1) day; unless Tenant has properly exercised its option to Go Dark as provided herein, to use and continuously operate for a minimum of at least eight (8) hours per day for six days per week (excluding therefrom (i) legal holidays, (ii) other days where the sale is prohibited by Minnesota Law and (iii) days on which Tenant is prevented from operating the Leased Premises due to Force Majeure (defined herein)) for retail sales purposes all of the Leased Premises other than such minor portions thereof as are reasonably required for storage and office purposes, except when and to the extent that the Leased Premises are untenantable by reason of damage by fire or other casualty, to identify the Leased Premises with signage in accordance with the terms of this Lease; to open for business and remain open during the entire Lease Term; and to light its signs and its display windows, if any, during the hours the Leased Premises are open for business. As used herein, "Force Majeure" shall mean casualty or delays caused by any governmental or quasi - governmental entity; shortages of materials, natural resources or labor; fire; catastrophe; labor strikes; civil commotion; riots; war; acts of God; governmental prohibitions or regulations; or any and all other extraordinary causes (but not including financial inability.) Tenant shall have the option to cease operations and/or vacate the Leased Premises ( "Go Dark ") by giving Landlord not less than sixty (60) days prior written notice of the date on which Tenant shall Go Dark (the "Go Dark Notice "). In the event that Tenant delivers a Go Dark Notice, following the ninetieth (90'`) consecutive day that the Leased Premises are closed for business (except for periods during which the Leased Premises are untenantable by reason of damage by fire or other casualty, or periods of remodeling not to exceed thirty (30) consecutive days), Landlord shall have the right to terminate the Lease and recapture the Leased Premises by giving Tenant written notice thereof ( "Landlord's Termination Notice "), whereupon the Lease shall terminate effective as of the date specified in Landlord's Termination Notice. In the event Tenant elects to Go Dark as provided in this Section 8.1.13, Tenant shall remain fully liable to perform all of its obligations under this Lease, including but not limited to Tenant's obligation to pay Rent and all other charges due hereunder until the earlier of (a) the expiration of the then current Lease Term or (b) the date set forth in Landlord's Termination Notice, in the event Landlord elects to terminate the Lease as provided herein. In the event that Landlord terminates the Lease as provided herein, Tenant shall surrender the Leased Premises in the condition required pursuant to Section 8.1.M of this Lease not later than the date specified in Landlord's Termination Notice. 05392 \00707 \910454.10 11 E. To store all trash and refuse in adequate containers within the Leased Premises which Tenant shall maintain in a neat and clean condition and so as not to be visible to members of the public shopping at the Shopping Center and so as not to create any health or fire hazard, and to attend to the daily disposal thereof in the manner designated by Landlord; to comply with any recycling program; to keep all drains inside the Leased Premises clean; to receive and deliver goods and merchandise only in the manner and at such times and in such areas as may be designated by Landlord; and to conform to all rules and regulations as set forth in Exhibit F hereto and to all reasonable and nondiscriminatory rules and regulations which Landlord may make. F. (i) To maintain in good order, condition and repair, the Leased Premises, including the store front or store fronts, plate glass, window cases, or window frames, doors or door frames, and the pipes, plumbing, glass, store - fronts, electric wiring, air conditioning and heating equipment, boilers, motors, engines, tanks, machinery, fixtures, appliances and appurtenances belonging thereto installed for use in connection with the Leased Premises, including the repair, maintenance and periodic cleaning of Tenant's fascia and undercanopy or soffit signs, and the maintenance and repair of any sewer ejection system serving the Leased Premises whether located within or outside of the Leased Premises, and to refrain from overloading the floors; to take reasonable measures to prevent mold conditions from occurring and to take reasonable actions to remediate any mold conditions that occur as a result of Tenant's acts or omissions; to refrain from bringing, or disposing of, any Hazardous Substances (the term "Hazardous Substances" shall include any hazardous or toxic substance, material or waste which is declared to be "toxic" or "hazardous [or words of similar import], or is otherwise regulated as such under any law, ordinance or regulation now or hereafter enacted or promulgated by any lawful authority) into or at the Leased Premises or the Shopping Center (and to prohibit their agents, employees and contractors from doing so), other than de minimis amounts, and to remediate any Hazardous Substances introduced into the Leased Premises or the Shopping Center by Tenant (or its agents, employees or contractors); to make as and when needed by contractors or mechanics approved by Landlord, all repairs in or about the Leased Premises and in and to all such equipment, fixtures, appliances and appurtenances necessary to keep the same in good order and operating condition. Tenant shall give Landlord prior written notification of any repair work to be performed on the Leased Premises. All repairs made by Tenant shall be equal in quality and class to the original work, and shall be performed and completed in accordance with all applicable statutes, ordinances, regulations and codes, including those governing the handling, care and removal of any materials involved in or affected by such repairs. When used in this Lease the term "repairs" shall include all replacements, renewals, alterations, additions and betterments. (ii) To keep in effect, at its sole cost and expense, a maintenance agreement with a reputable and qualified contractor approved by Landlord providing for periodic (at least semi - annual) servicing and repair of the heating, ventilating and air 05392 \00707\910454.10 12 conditioning ( "HVAC ") system serving the Leased Premises. Tenant shall provide Landlord with semi - annual reports not later than October 15 and April 15 of each Lease Year on the condition and maintenance report form provided by Landlord to Tenant, summarizing the condition of the HVAC, the maintenance performed on the HVAC during the period since the last report and the recommendations for the maintenance to be performed for the succeeding six month period. G. To promptly comply with all present and future laws, ordinances, orders, rules, regulations, and requirements (collectively hereinafter referred to as "Orders ") of all federal, state, municipal and local governments, departments, commissions, boards and officers, and all Orders of Landlord's and Tenant's insurance carriers whether foreseen or unforeseen, ordinary as well as extraordinary, which may be applicable to the Leased Premises or Tenant's use thereof. H. To exterminate all insects or vermin, if the same infest the Leased Premises and to employ such exterminators and such exterminating company or companies as shall be approved by Landlord. I. To refrain from making any alterations to the Leased Premises, or any penetrations to the roof or floor slab of the Leased Premises, without the Landlord's prior consent and compliance with the following requirements of the Lease and subject to any of Landlord's conditions to granting such consent; to pay promptly when due the entire cost of any work in the Leased Premises undertaken by Tenant so that the Leased Premises, including Tenant's leasehold estate shall at all times be free of liens for labor and materials; to procure and provide copies to Landlord of all necessary permits before undertaking such work; to do all of such work in a good and workmanlike manner, employing only new materials and new fixtures of good quality; to procure Builder's Risk insurance whenever appropriate in amounts and with companies satisfactory to Landlord; to perform such work only with contractors, plans and specifications previously approved in writing by Landlord and to comply with the requirements of Exhibits D and E; to perform and complete such work in accordance with all applicable statutes, ordinances, regulations and codes, including those governing the handling, care and removal of any materials involved in or affected by such work; and to defend and save Landlord and Landlord's beneficiaries and agents harmless and indemnified from all injury, loss, claims or damage to any person or property occasioned by or growing out of such work. J. Except for injury, loss, claims or damage resulting from the negligence or intentional misconduct of Landlord, to defend and save Landlord, Landlord's beneficiaries and agents, their respective officers, employees, shareholders, directors, partners, managers and members and their respective successors and assigns, harmless and indemnified from all injury, loss, claims or damage to any person or property while on the Leased Premises or any other part of the Shopping Center occasioned by an act or omission of Tenant, or of anyone claiming by, through or under Tenant, and any injury or damage to any person or property occurring in, on or about the Leased Premises or any part thereof and any injury, loss, claims or damage arising from Tenant's breach of this Lease; to observe and comply with the requirements of all policies of public liability, fire 05392 \00707\910454.10 13 and all other policies of insurance at any time in force with respect to the Shopping Center or any part thereof, to maintain the following insurance: (i) Commercial general liability ( "CGL ") insurance written on an occurrence basis, including such endorsements as Landlord may require, covering the Leased Premises and all operations of Tenant in or about the Leased Premises and anywhere upon Landlord's Tract, against claims for bodily injury, property damage and product liability and to include contractual liability coverage insuring Tenant's indemnification obligations under this Lease, to be in combined single limits of not less than $1,000,000 each occurrence for bodily injury and property damage, $1,000,000 for products /completed operations aggregate, $1,000,000 for personal injury, and to have general aggregate limits of not less than $2,000,000 (per location) and Umbrella Liability Insurance in an amount not less than $1,000,000 for each policy year. The general aggregate limits under the CGL insurance policy or policies shall apply separately to the Leased Premises and to Tenant's use thereof (and not to any other location or use of Tenant) and such policy shall contain an endorsement to that effect. Landlord shall have the right to direct Tenant to increase said amounts whenever it considers them inadequate; (ii) Property insurance with "Special Form Causes of Loss" coverage adequate to cover the replacement cost of all of Tenant's stock in trade, fixtures, furniture, furnishings, floor coverings and equipment in the Leased Premises, with a deductible not exceeding $5,000.00 per occurrence and with the insurer's waiver of any coinsurance provisions, and plate glass insurance covering all exterior plate glass in the Leased Premises. (iii) Workers' compensation insurance coverage covering all persons directly employed by Tenant and with respect to which death or injury claims could be asserted against Tenant, Landlord or the Shopping Center or any interest therein, with limits not less than as required by applicable law and regulations, together with an employers liability limit of not less than $500,000 per accident /disease /policy. All of said insurance shall be in form and in responsible companies satisfactory to Landlord with an A.M. Best Rating or its equivalent of A -VIII or better and shall provide that it will not be subject to cancellation, termination or change except after at least thirty (30) days prior written notice to Landlord. The policies or duly executed certificates for the same (which certificates shall evidence the insurer's waiver of subrogation) together with a copy of an additional insured endorsement (except with respect to the workers' compensation coverage) naming Landlord, Landlord's mortgagees, beneficiaries and agents, as their interests may appear, and satisfactory evidence of the payment of premiums thereon, shall be deposited with Landlord no later than the day Tenant begins Tenant's Work, and upon renewals of such policies, not less than thirty (30) days prior to the expiration of the term of such coverage. If Tenant fails to comply with such requirements, Landlord may obtain such insurance and keep the same in effect and Tenant shall pay Landlord the premium cost thereof upon demand. Each such payment shall constitute additional rent payable by Tenant under this Lease. 05392 \00707 \910454.10 14 In the event Tenant's occupancy or operation causes any increase of premium for the fire and extended coverage and/or casualty rates on the Leased Premises or Shopping Center or any part thereof above the rate for the least hazardous type of occupancy legally permitted in the Leased Premises, or premium for the rent insurance policy that may be carried by Landlord, Tenant shall pay the additional premium on the fire, boiler and/or casualty insurance policies by reason thereof within ten (10) days following the billing thereof as additional rent. K. To waive all claims for damage to Tenant's business or person or property sustained by Tenant or any person claiming through Tenant resulting from any accident or occurrence in or upon the Leased Premises or the building of which they shall be a part, or any other part of the Shopping Center, to waive all claims for damage attributable to any act, omission or negligence by other tenants of the Shopping Center. L. To permit Landlord, Landlord's mortgagee and their agents to enter the Leased Premises at reasonable times after providing notice to Tenant for the purpose of inspecting same, making repairs, additions or alterations thereto or to the building in which the same are located and showing the Leased Premises to prospective purchasers, lenders and tenants. Upon the failure of Tenant to operate in the Leased Premises for a period of forty -eight consecutive hours, and provided Tenant has vacated the Leased Premises, in whole or in part, during such period, Tenant hereby authorizes Landlord to enter the Leased Premises and to take such action as Landlord deems necessary or prudent to secure the Leased Premises. The parties hereby acknowledge that Landlord's entry hereunder shall not affect Landlord's other rights and remedies in this Lease nor are the rights herein granted to Landlord intended to abridge any requirements of applicable law for Landlord to gain possession of the Leased Premises by process of law; it being the intention of the parties that Landlord have this limited right of access to assist Tenant with respect to Tenant's obligation to secure, protect and preserve the Leased Premises. M. (i) To surrender, at the termination of this Lease, the Leased Premises in a broom -clean condition, free of debris and in the same condition (subject to the removals hereinafter required) as the Leased Premises were on the date Tenant opened the Leased Premises for business to the public, reasonable wear and tear excepted, with all holes in walls patched, taped and sanded ready for paint, and to surrender all keys for the Leased Premises to Landlord at the place then fixed for the payment of rent, and to inform Landlord of all combinations on locks, safes and vaults, if any, in the Leased Premises; to remove, during the last thirty (30) days of the Lease Term, all of Tenant's trade fixtures, and to the extent required by Landlord by written notice, any other installations, alterations, improvements, wall coverings or floor coverings (and any adhesives relating thereto) before surrendering the Leased Premises as aforesaid and to repair any damage to the Leased Premises or the Shopping Center caused thereby. Any alterations, changes, additions and improvements (specifically including, by way of example, light fixtures and heating and air conditioning equipment) shall immediately upon the termination of this Lease, at Landlord's option, become Landlord's property, be considered part of the Leased Premises, and shall not be 05392 \00707 \910454.10 15 removed at or prior to the end of the Lease Term without Landlord's written consent unless Landlord requests Tenant to remove same. If Tenant fails to remove any shelving, decorations, equipment, trade fixtures or personal property from the Leased Premises upon the end of the Lease Term, at Landlord's option they shall become Landlord's property and Tenant shall pay for the repair of any damage done to the Leased Premises or Shopping Center and the costs incurred resulting from the removal of the same. (ii) To remove, at the termination of this Lease, Tenant's sign from the fascia above the storefront of the Leased Premises, and any other signs Landlord may have permitted Tenant to affix to any wall surface in the Shopping Center, and to reimburse Landlord for the cost incurred by Landlord to repair, restore, repaint and/or re -stain the fascia necessitated by the removal of such signs. The under canopy soffit sign (other than Tenant's removable name panels) shall remain and upon termination of the Lease shall become the property of Landlord. N. Recognizing that this Lease and the rights and interests of Tenant under this Lease are and shall be subject and subordinate to any mortgages or trust deeds which Landlord has placed or may place upon the Landlord's Tract and the Leased Premises, and to any advances made thereunder, and to the interest thereon, and all extensions thereof, to execute and deliver whatever instruments may be required to evidence same. In the event Tenant fails to execute and deliver such instruments evidencing that this Lease is subordinate within ten (10) days after demand in writing, Tenant does hereby make, constitute and irrevocably appoint Landlord as its attorney in fact and in its name, place and stead so to do without prejudice to Landlord's remedies under this Lease which are cumulative. Tenant acknowledges and agrees that this Lease is subject and subordinate to any such future or existing mortgages or trust deeds, and to any advances made thereunder, and to the interest thereon, and all extensions thereof, without the need for a separate instrument evidencing same. If any foreclosure or power of sale proceedings are initiated by the holder of any such mortgage or the trustee under any such trust deed, or a deed in lieu is granted, Tenant agrees, upon written request of any such holder or trustee, or purchaser at such sale, to attorn and pay Rent to such party and to execute and deliver any instruments necessary or appropriate to evidence or effectuate such attornment. In the event of attornment, no holder of any such mortgage or beneficiary under any such trust deed, or purchaser at such sale shall be: (i) liable for any act or omission of Landlord, or subject to any offsets or defenses which Tenant might have against Landlord (prior to such holder, beneficiary or purchaser becoming Landlord under such attornment), (ii) liable for any security deposit or bound by any prepaid Rent not actually received by such holder, beneficiary or purchaser, or (iii) bound by any modification or amendment of this Lease not consented to by such holder, beneficiary or purchaser. Tenant agrees to give the holder of any such mortgage or the trustee under any such trust deed by certified mail, return receipt requested, a copy of any notice of default served by Tenant upon Landlord, provided that prior to such notice Tenant has been notified in writing (by way of service on Tenant of a copy of an assignment of leases, or otherwise) of the name and address of such holder or trustee. Tenant further agrees that if Landlord shall have failed to cure such default within the time permitted Landlord for 05392 \00707\910454.10 16 cure under this Lease, any such holder or trustee whose address has been so provided to Tenant shall have an additional period of thirty (30) days in which to cure (or such additional time as may be required due to causes beyond the control of such holder or trustee, including time to obtain possession of Landlord's Tract by power of sale or judicial action). To the extent not expressly prohibited by law, Tenant waives the provisions of any law now or hereafter adopted which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease or Tenant's obligations hereunder if foreclosure or power of sale proceedings are initiated, prosecuted or completed. Any mortgagee or trustee may elect also to give the rights and interest of Tenant under this Lease priority over the lien of its mortgage or trust deed. Such election shall be effective upon written notice to Tenant. O. To pay to Landlord Tenant's Pro -Rata Share of the real estate taxes (to the extent not paid pursuant to Article V, supra.), during the Lease Term, and any renewal or extension thereof, including any period during which Tenant shall transact business in the Leased Premises prior to the Commencement Date. The term "real estate taxes" shall include all real estate taxes, assessments, levies and other governmental impositions and charges which shall or may, during the Lease Term, be levied, assessed, imposed, become due and payable, or liens upon, or arise in connection with, the use, occupancy or possession of the Shopping Center, including all costs incurred by Landlord in contesting or negotiating the same before or after assessments with governmental authorities. Tenant agrees to pay to the Landlord one - twelfth (1/12) of the "Initial Real Estate Tax Payment" as such term is herein defined) on the first day of each calendar month commencing upon the Commencement Date as its estimated payment for real estate taxes for the first calendar year or portion thereof included in the Lease Term. The term "Initial Real Estate Tax Payment" shall mean and be equal to an amount estimated by Landlord to be Tenant's real estate tax liability for the first calendar year or portion thereof included in the Lease Term. For each calendar year thereafter, Tenant shall pay Landlord monthly one - twelfth (1 /12th) of the amount estimated by Landlord to be Tenant's real estate tax liability in respect of each such calendar year. Any amount paid by Tenant which exceeds the true amount due shall be credited on the next succeeding payment due pursuant to this Section. If Tenant has paid less than the amount due, Tenant shall pay the difference within ten (10) days of receipt of notice from Landlord. This covenant shall survive the expiration or earlier termination of the Lease Term. If the Lease Term shall begin or end other than on the first or last day of a calendar year, such charges shall be billed and adjusted on the basis of such fraction of a calendar year. Should the taxing authority include in such real estate taxes, machinery, equipment, fixtures, inventory or other personal property or assets of Tenant, then Tenant shall pay the entire real estate taxes for such items. P. To remain fully obligated under this Lease notwithstanding any assignment or sublease or any indulgence granted by Landlord to Tenant or to any assignee or sublessee, but nothing contained in this subparagraph shall be construed to permit any assignment or sublease by Tenant. 05392 \00707 \910454.10 17 Q. Intentionally Omitted. R. To refrain from assigning, selling, mortgaging, pledging, or in any manner transferring this Lease or any interest therein, by operation of law or otherwise; to refrain from subletting the Leased Premises or any portion or portions thereof, to refrain from permitting occupancy by anyone with, through or under it. S. Not to suffer any mechanic's lien to be filed against the Leased Premises or the Shopping Center by reason of any work, labor, services or materials performed at or furnished to the Leased Premises, to Tenant, or to anyone holding the Leased Premises through or under the Tenant. If any such mechanic's lien shall at any time be filed, Tenant shall forthwith cause the same to be discharged of record by payment or order of a court of competent jurisdiction or otherwise, but Tenant shall have the right to contest any and all such liens, provided security satisfactory to Landlord is deposited with Landlord within fifteen (15) days after the filing of such lien. If Tenant shall fail to cause such a lien to be discharged within thirty (30) days after the filing thereof and before judgment or sale thereunder, then, in addition to any other right or remedy of Landlord, Landlord may, but shall not be obligated to, discharge the same by paying the amount claimed to be due or by bonding or other proceeding deemed appropriate by Landlord in Landlord's absolute discretion, and the amount so paid by Landlord and all costs and expenses incurred by Landlord in procuring the discharge or bonding of such lien, shall be deemed to be additional rent and together with interest thereon at the Lease Interest Rate from date of payment shall be due and payable by Tenant to Landlord within ten (10) days of the rendition of Landlord's statement therefor. "Lease Interest Rate" shall mean interest at the lesser of (i) the rate per annum equal to two (2) percentage points above the rate of interest then most recently publicly announced by JPMorgan Chase Bank, N.A. (or its successor) as its "prime rate" or "base rate" (the "Prime Rate "), as the case may be, and (ii) the maximum legal rate. Nothing herein shall be construed as a consent on the part of Landlord to subject Landlord's estate in the Leased Premises to any lien or liability under the mechanic's lien law of Minnesota. T. To pay on demand Landlord's costs, charges and expenses, including reasonable attorneys' fees, expenses and administrative charges (which shall also include, without limitation, time charges of attorneys and paralegal administrators who may be employees of Landlord or its managing agent), which may be imposed on, incurred by, or asserted hearing and court costs incurred either directly or indirectly in any negotiations or transactions in which Landlord, without its fault, becomes involved or concerned by reason of this Lease, in enforcing any obligation of Tenant under this Lease, in curing any default by Tenant, in connection with appearing, defending or otherwise participating in any action or proceeding arising from the filing, imposition, contesting, discharging or satisfaction of any lien or claim for lien, in defending or otherwise participating in any legal proceedings initiated by or on behalf of Tenant wherein Landlord is not adjudicated to be in default under this Lease, or otherwise arising from or incurred because of Tenant's failure to comply with any provisions of this Lease or in connection with any investigation or review of any conditions or documents in the event Tenant requests 05392 \00707 \910454.10 18 Landlord's approval or consent to any action of Tenant which may be desired by Tenant or required of Tenant hereunder. U. To refrain from recording this Lease. ARTICLE IX. DAMAGE OR TAKING AND RESTORATION. Section 9.1. Fire, Explosion or Other Casualty. In the event the Leased Premises are damaged by fire, explosion or any other casualty to an extent which is less than twenty five percent (25 %) of the insurable value of the Leased Premises, the damage shall be promptly repaired by Landlord at Landlord's expense upon receipt by Landlord of insurance proceeds for such damage; provided that Landlord shall not be obligated to expend for such repair an amount in excess of the insurance proceeds recovered as a result of such damage and that in no event shall Landlord be required to repair or replace Tenant's stock in trade, fixtures, furniture, furnishings, floor coverings and equipment. In the event of any such damage and (a) Landlord is not required to repair as hereinabove provided or (b) the Leased Premises shall be damaged to the extent of twenty -five percent (25 %) or more of the insurable value, or (c) the building which the Leased Premises are a part is damaged to the extent of twenty -five percent (25 %) or more of the insurable value, or (d) the buildings (taken in the aggregate) in the Shopping Center shall be damaged to the extent of twenty -five percent (25 %) or more of the aggregate insurable value, Landlord may elect either to repair or rebuild the Leased Premises or the building or buildings, or to terminate this Lease upon giving notice of such election in writing to Tenant within ninety (90) days after the occurrence of the event causing the damage. In the event Landlord terminates this Lease as provided in the preceding sentence, Tenant's obligation to pay Fixed Minimum Rent or Tenant's Pro -Rata Share of Operating Costs shall cease as of the date when the damage occurred. If the casualty, repairing or rebuilding shall render the Leased Premises untenantable, in whole or in part, and the damage shall not have been due to the default or neglect of Tenant, a pro- portionate abatement of the Fixed Minimum Rent and Tenant's Pro -Rata Share of Operating Costs shall be allowed from the date when the damage occurred until the date Landlord completes its work, said proration to be computed on the basis of the relation which the gross square foot area of the space rendered untenantable bears to the Floor Area. No abatement of rent, proportionate or otherwise, pursuant to this Section 9.1 shall have any effect upon or be viewed as a waiver by either parry of any rental value insurance maintained by such party relative to this Lease. If Landlord is required or elects to repair the Leased Premises as herein provided, Tenant shall repair or replace its stock in trade, fixtures, furniture, furnishings, floor coverings and equipment, and if Tenant has closed, Tenant shall promptly reopen for business. Section 9.2. Eminent Domain. If the whole of the Leased Premises shall be taken by any public authority under the power of eminent domain, the Lease Term shall cease as of the day possession shall be taken by such public authority, and Tenant shall pay rent up to that date with an appropriate refund by Landlord of such rent as may have been paid in advance for any period subsequent to the date possession is taken. ARTICLE X. DEFAULTS BY TENANT AND REMEDIES. Section 10.1. Defaults by Tenant. If (i) Tenant vacates or abandons the Leased Premises or permits the same to remain vacant or unoccupied or fails to be continuously open for business 05392 \00707\910454.10 19 for a period of five (5) days, or (ii) Rent or any part thereof shall be unpaid for five (5) days after written notice thereof to Tenant, or (iii) default shall be made in the prompt and full performance of any covenant, condition or agreement of this Lease to be kept or performed by Tenant and such default or breach of performance shall continue twenty (20) days (unless the default involves a hazardous condition, which shall be cured immediately) after written notice to Tenant, specifying such default or breach of performance, or (iv) any proceedings shall be commenced to declare Tenant or any Guarantor bankrupt or insolvent or to obtain relief under any chapter or provision of any bankruptcy or debtor relief law or act or to reduce or modify the debts or obligations of Tenant or any Guarantor or to delay or extend the payment thereof, or if any assignment of the property of Tenant or any Guarantor be made for the benefit of creditors, or if a receiver or trustee be appointed for Tenant or a Guarantor or the property or business of Tenant or a Guarantor, or (v) any Guarantor shall die, then Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this Lease and thereupon at its option, without further notice or demand of any kind to Tenant or any other person, may have, in addition to all other legal or equitable remedies, the following described remedies: A. Landlord may elect to terminate this Lease and the Lease Term created hereby in which event Landlord forthwith may repossess the Leased Premises and Tenant shall pay at once to Landlord as liquidated and final damages, a lump sum of money equal to the discounted present rental value of the Rent for the balance of the stated term of this Lease less the fair rental value of the Leased Premises for said period. B. Landlord may elect to terminate Tenant's right of possession without terminating this Lease or releasing Tenant in whole or in part from Tenant's obligations under this Lease, in which event Tenant agrees to surrender possession and vacate the Leased Premises immediately and deliver possession thereof to Landlord, and Tenant hereby grants to Landlord full and free license to enter into and upon the Leased Premises, in whole or in part, with or without process of law and to repossess Landlord of the Leased Premises. In any such case, Landlord shall, to the extent required by applicable law, if any, attempt to relet the Leased Premises and Tenant shall pay to Landlord each month, any deficiency between (a) the Fixed Minimum Rent and additions thereto calculated based on the then current Operating Costs, insurance and real estate tax payments, for the residue of the Lease Term plus any other sums then due hereunder, without prejudice to Landlord's rights to collect additional sums which may hereafter become due including without limitation Tenant's Pro Rata Share of Operating Costs and insurance expenses and real estate taxes for the balance of the Lease Term and (b) the payments, if any, received by Landlord from any reletting of the Leased Premises Tenant hereby expressly waives the service of any notice of any election made by Landlord under this Section 10.1, demand for payment of Rent or for possession, except the particular demands and notices as may in this Lease be specified. Upon and after entry into possession without terminating the Lease, Landlord shall, to the extent required by applicable law, if any, attempt to relet all or any part of the Leased Premises for the account of Tenant for such rent and upon such terms and to such person, firm or corporation and for such period or periods as Landlord in Landlord's sole discretion shall determine. If the consideration collected by Landlord upon any such 05392 \00707 \910454.10 20 reletting for Tenant's account is not sufficient to pay the Rent reserved in this Lease plus the cost of repairs, alterations, additions, redecorating and Landlord's other expenses, Tenant agrees to pay to Landlord the deficiency upon demand. The Landlord may collect and receive any Rent due from Tenant and the payment hereof shall not constitute a waiver of any existing default by Tenant or affect any notice or demand given, suit instituted or judgment obtained by Landlord, or be held to waive, affect, change, modify or alter the rights or remedies which Landlord has in equity or at law or by virtue of this Lease. Payment by Tenant or receipt by Landlord of a lesser amount than any installment or payment due shall be deemed on account of, but not satisfaction of, the amount due, and no endorsement or statement on any check or any transmittal document accompanying any check or payment of any amount due shall be deemed an accord and satisfaction. Landlord may accept such check or payment without prejudice to Landlord's right to recover the balance of any amount due or pursue any other remedies available to Landlord. Section 10.2. Holdover by Tenant. In the event Tenant remains in possession of the Leased Premises after the expiration of the tenancy created hereunder, and without the execution of a new lease, Tenant, at the option of Landlord, shall be deemed to be occupying the Leased Premises as a tenant from month -to- month, at twice the monthly Rent (i.e. Fixed Minimum Rent and charges for real estate taxes, Operating Costs and insurance charges), subject to all the other conditions, provisions and obligations of this Lease insofar as the same are applicable to a month -to -month tenancy. Additionally, and regardless of whether Landlord exercises the option set forth in the immediately preceding sentence, Tenant shall be liable for any consequential damages, including attorneys' fees, incurred by Landlord as a result of Tenant's failure to surrender possession of the Leased Premises upon expiration of the Lease Term. Section 10.3. Landlord's Right to Cure. Landlord may, but shall not be obligated to, cure, at any time, without notice, any failure by Tenant to perform any obligation under this Lease; and whenever Landlord so elects, all costs and expenses incurred by Landlord, including, without limitation reasonable attorneys' fees together with interest on the amount of costs and ex- penses so incurred at the Lease Interest Rate shall be paid by Tenant to Landlord on demand. Section 10.4. Effect of Waivers of Default. No consent or waiver, express or implied, by Landlord to or of any breach of any covenant, condition or duty of Tenant shall be construed as a consent or waiver to or of any other breach of the same or any other covenant, condition or duty. Section 10.5. Intentionally Omitted. ARTICLE XI. MISCELLANEOUS PROVISIONS. Section 11.1. Calculation of Pro -Rata Shares. A. "Tenant's Pro -Rata Share" of Operating Costs shall be equal to the product of (a) the amount of said Operating Costs, and (b) a fraction, the numerator of which is the Floor Area of the Leased Premises and the denominator of which is the total floor area in the Shopping Center contributing to such Operating Costs. Notwithstanding the 05392 \00707 \910454.10 21 foregoing to the contrary, to the extent that Landlord performs any maintenance, repair or replacement that serves Tenant and fewer than all of the tenants at the Shopping Center, Tenant's Pro -Rata Share with respect to said maintenance, repair or replacement shall be shall be based on a fraction, the numerator of which is the Floor Area of the Leased Premises and the denominator of which is the total floor area of the premises served by such maintenance, repair or replacement. B. "Tenant's Pro -Rata Share" of real estate taxes shall be equal to the product of (a) the amount of said real estate taxes, and (b) a fraction, the numerator of which is the Floor Area of the Leased Premises and the denominator of which is the total floor area of the buildings comprising the tax parcel of which the Leased Premises are a part. Section 11.2. Mutual Waiver of Subro ag tion. Whenever (a) any loss, cost, damage or expense resulting from fire, explosion or any other casualty or occurrence is incurred by either of the parties to this Lease or any party claiming by through or under Landlord or Tenant, as the case may be, their respective property, their respective businesses, the Shopping Center or the Leased Premises or any addition or improvements thereto, or any contents therein, and (b) such party is then required under the terms of this Lease to maintain insurance with respect to such loss, cost, damage or expense, then the party required to be so insured hereby releases the other party from any liability it may have on account of such loss, cost, damage, or expense to the extent of any amount that is, or, if such required insurance was not in effect, that would have been recoverable, by reason of such insurance and waives any right of subrogation which might otherwise exist in or accrue to any person on account thereof, provided that such release of liability and waiver of the right of subrogation shall not be operative in any case where the effect thereof is to invalidate such insurance coverage or increase the cost thereof. Each party shall also be responsible for the payment of any deductible amounts required to be paid under the insurance referred to in this Section 11.2. Section 11.3. Adjacent Excavation - Shoring. If an excavation shall be made upon land adjacent to the Leased Premises, or shall be authorized to be made, Tenant shall permit Landlord to enter upon the Leased Premises to perform proper shoring. Section 11.4. Tenant's Authority. Tenant hereby covenants, warrants and represents that it has authority to enter into this Lease. Section 11.5. Notices. Any notice or demand from Landlord to Tenant or from Tenant to Landlord shall be in writing and mailed, postage prepaid, by certified mail or by commercial overnight delivery service for next business day delivery, freight prepaid, or delivered by personal delivery, addressed, if to Tenant, at the Notice Address of Tenant or such other address as Tenant shall have last designated by notice in writing to Landlord, and, if to Landlord, to Tri-Land Developments, Inc., One Westbrook Corporate Center, Suite 520, Westchester, Illinois 60154 -5764, or such other address as Landlord shall have last designated by notice in writing to Tenant. The customary receipt signed or refused by the party to whom notice is directed shall be conclusive evidence of such service. Notice shall be deemed given when delivered, if given by personal delivery, otherwise on the second business day after being mailed by certified mail or on the next business day after being posted with the commercial overnight delivery service, as applicable. 05392 \00707 \910454.10 22 Section 11.6. Brokerage. Tenant warrants that it has had no dealings with any broker or agent in connection with this Lease other than Landlord's broker, and covenants to pay, hold harmless and indemnify Landlord from and against any and all cost, expense or liability for any compensation, commissions and charges claimed by any other broker or other agent with respect to this Lease or the negotiation thereof. Section 11.7. Voting Control of Tenant. In the event that Tenant is a corporation or entity other than an individual, any transfer of a majority or controlling interest in Tenant (whether by stock transfer, merger, operation of law or otherwise) shall be considered an assignment of this Lease subject to the provisions of Section 8.1.R. hereof. Section 11.8. Estoppel Certificates. Tenant shall, within ten (10) days following request in writing from Landlord or any existing or prospective mortgagee or purchaser of Landlord, execute, acknowledge and deliver to Landlord a statement in writing certifying: (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, that the same is in full force and effect as modified and stating the modifications); (ii) the date of commencement of the Lease Term; (iii) that Rent is paid currently without any offset or deduction thereto; (iv) the dates to which the Fixed Minimum Rent and other charges have been paid, and the amount of Fixed Minimum Rent and other charges, if any, paid in advance; (v) the amount of any security deposit, (vi) that Tenant has accepted the Leased Premises and all of Landlord's Work has been completed, (vii) whether or not there is then existing any claim of Landlord's default hereunder and, if so, specifying the nature thereof, and (viii) any other matters reasonably requested by Landlord, or any existing or prospective mortgagee or purchaser of Landlord. Any such statement may be relied upon by Landlord or any existing or prospective mortgagee or purchaser of Landlord. If Tenant shall fail to execute and return such statement within the time required herein, Tenant shall be deemed to have agreed with the matters set forth therein, and Landlord acting in good faith shall be authorized as Tenant's attorney -in -fact to execute such statement on behalf of Tenant (which shall not be in limitation of Landlord's other remedies therefor). Section 11.9. Applicable Law and Construction. The laws of the State of Minnesota shall govern the validity, performance and enforcement of this Lease. The invalidity or unenforceability of any provision of this Lease shall not affect or impair any other provision. The headings of the several articles contained herein are for convenience only and do not define, limit or construe the contents of such articles. Section 11.10. Binding Effect of Lease. The covenants, agreements and obligations herein contained except as herein otherwise specifically provided, shall extend to, bind and inure to the benefit of the parties hereto and their respective personal representatives, heirs, successors and assigns. Landlord, at any time and from time to time, may make an assignment of its interest in this Lease, and, in the event of such assignment and the assumption by the assignee of the covenants and agreement to be performed by Landlord herein, Landlord and its successors and assigns (other than the assignee of this Lease) shall be released from any and all liability hereunder. All negotiations, considerations, representations and understandings between Landlord and Tenant are incorporated herein and this Lease represents the entire agreement between the parties. 05392 \00707 \910454.10 23 Section 11. 11. Landlord and Landlord's Agents. Wherever in this Lease Landlord is granted any right, including but not limited to the right to enforce any provision of this Lease or to exercise any remedies of Landlord, either specifically provided for herein or at law or equity, such right shall also be exercisable by Landlord's manager, its members or any agent of Landlord or Landlord's manager or members, in their own name, along or in conjunction with Landlord or any of the foregoing parties. Section 11.12. Intentionally Omitted. Section 11.13. Objection to Statements. Tenant's failure to object to any statement, invoice or billing rendered by Landlord within a period of thirty (30) days after receipt thereof shall constitute Tenant's acquiescence with respect thereto and shall render such statement, invoice or billing an account stated between Landlord and Tenant. Section 11.14. Executive Order 13224. Tenant represents and warrants to Landlord that neither Tenant, nor any of the entities or individuals owning or controlling Tenant, have been designated as a blocked person pursuant to Executive Order 13224. Tenant shall update the foregoing representation by written notice to Landlord if the foregoing representation should ever become false during the Term. Any failure to update the foregoing representation shall constitute a default by Tenant under this Lease and Landlord may immediately (without delivering any prior notice to Tenant or affording Tenant any opportunity to cure) exercise any and all rights and remedies permitted in this Lease. Furthermore, if Tenant or any of the entities or individuals owning or controlling Tenant either now or in the future is designated as a blocked person pursuant to Executive Order 13224, such circumstance shall constitute a default by Tenant under this Lease and Landlord may immediately (without delivering any prior notice to Tenant or affording Tenant any opportunity to cure) exercise any and all rights and remedies permitted in this Lease. Tenant shall, within ten (10) days after receipt of written request from Landlord, certify to Landlord in writing the identity of all entities and individuals owning or controlling Tenant. Section 11.15. Jury Waiver. THE PARTIES HERETO SHALL, AND THEY HEREBY DO, WAIVE TRIAL BY JURY IN ANY ACTION, PROCEEDING OR COUNTERCLAIM BROUGHT BY EITHER OF THE PARTIES HERETO AGAINST THE OTHER ON ANY MATTERS WHATSOEVER ARISING OUT OF OR IN ANY WAY CONNECTED WITH THIS LEASE, THE RELATIONSHIP OF LANDLORD AND TENANT, TENANT'S USE OR OCCUPANCY OF THE LEASED PREMISES AND /OR ANY CLAIM FOR INJURY OR DAMAGE. Section 11.16. Exculpation. It is specifically understood and agreed that there shall be no personal liability of the Landlord, or any member, manager or beneficial owner thereof, in respect of any of the covenants, conditions and provisions of the Lease; in the event of a breach or a default by Landlord of any of its obligations under this Lease, as such Lease may be amended from time to time, Tenant shall look solely to the equity of Landlord in the Shopping Center for satisfaction of Tenant's remedies. 05392 \00707 \910454.10 24 Section 11.17. Survival. Unless otherwise expressly stated, all of Tenant's obligations under this Lease shall survive the expiration or earlier termination of the Lease Term, as the same may be extended from time to time. Section 11.18. Entitlements. If at any time any part of the Shopping Center is subject to any tax allocation subsidy or any other governmental subsidy or entitlement ( "Entitlement "), Tenant will provide to Landlord and at such intervals as may be required, all information relating to sales taxes and other taxes attributable to Tenant's activities at the Shopping Center required to be provided by or on behalf of Landlord or the Shopping Center in connection with such Entitlement. Tenant shall deliver such information in such form and substance as Landlord, the City of Fridley or other governmental authorities shall request. Tenant shall, upon Landlord's request, provide such information, or an additional copy thereof, directly to such governmental authorities as Landlord may request in connection with Landlord's compliance with the terms of any such Entitlement. ARTICLE XII. PARKING SIGNS. Section 12.1. Tenant's Customer Parking Signs. Landlord hereby grants Tenant the right to install, at Tenant's sole cost and expense, professionally -made signs reading "Fridley Liquors Customer Parking Only" ( "Tenant's Customer Parking Signs ") in front of the parking spaces designated on Exhibit G (the "Designated Spaces "). Tenant shall be obligated, at Tenant's sole cost and expense, to clean, maintain in good condition and repair, and replace or remove as necessary, Tenant's Customer Parking Signs. Landlord and Tenant hereby acknowledge that the Designated Spaces are in the common areas, are and shall remain under Landlord's exclusive control, and are not reserved or leased by Tenant. Landlord shall have no responsibility or obligation to Tenant to police or enforce parking in the Designated Spaces, nor shall Tenant be permitted to take any action to do so. ARTICLE XIII. EXCLUSIVITY OF USE Section 13.1. Tenant's Exclusive Use. As a material inducement to Tenant to enter into this Lease, without which inducement Tenant would not have entered into this Lease, Landlord agrees that during the Lease Term, provided that Tenant is continuously operating for the Permitted Uses in the Leased Premises and has not exercised its option to Go Dark, Landlord shall not lease any space in the Shopping Center (or approve any assignment of a lease or sublease) to another tenant or occupant whose use includes the sale of liquor, beer, wine or other spirits or alcoholic beverages for off - premises consumption ( "Tenant's Exclusive Use "). Section 13.2. Exceptions to Tenant's Exclusive Use. Notwithstanding anything set forth in this Article XIII to the contrary, Landlord and Tenant acknowledge and agree that: A. Cub shall have the right to sell, for off - premises consumption, beer that contains 3.2% (or less) alcohol by weight. B. The sale of beer or wine for off - premises consumption by tenants or occupants operating restaurants at the Shopping Center shall not be a violation of Tenant's Exclusive 05392 \00707 \910454.10 25 Use, provided such use is ancillary (comprising 5% or less of the gross revenues of each such tenant or occupant) to any such tenant's or occupant's primary use. C. The sale for on- premises consumption of liquor, beer, wine or other spirits or alcoholic beverages for on- premises consumption by other tenants or occupants of the Shopping Center shall not be a violation of Tenant's Exclusive Use. Section 13.3. Notice to Other Tenants. During the term of this Lease, Landlord shall notify all current and future tenants of Tenant's Exclusive Use. Provided that Tenant is continuously operating for the Permitted Uses in the Leased Premises and has not exercised its option to Go Dark, Landlord agrees to use commercially reasonable efforts to enforce Tenant's Exclusive Use against other tenants and occupants of the Shopping Center. In the event a tenant in the Shopping Center violates Tenant's Exclusive Use, Landlord shall, within five (5) business days after Landlord receives written notice from Tenant of a violation of Tenant's Exclusive Use, demand in writing that the offending tenant immediately cease engaging in the Tenant's Exclusive Use. Landlord shall diligently pursue the prevention of the Exclusive Use violation by an offending tenant, which diligent pursuit shall include, but not be limited to, filing for injunctive relief against the offending tenant if the violation of Tenant's Exclusive Use continues for a period of thirty (30) days after Landlord delivers written notice to the offending tenant ARTICLE XIV. LOADING AREA. Section 14.1. Loading. The loading area for the Leased Premises shall be the area depicted on Exhibit H, attached hereto and incorporated herein by reference. [SIGNATURE PAGE FOLLOWS] 05392 \00707 \910454.10 26 IN WITNESS WHEREOF, Landlord and Tenant have executed this Lease the day and year first above written. T'RTNT 0 TXTT CITY OF FRIDLEY, a Minnesota municipal ZCOF TL FRIDLEY LLC, a Delaware limited corporation liability company, By: ZCOF TRI -LAND, L.L.C., a Delaware By: limited liability company, managing Name: member Its: By: Name: Title: S -1 05392 \00707 \910454.10 W W K L) ¢ ¢ O O m m m m ui vi ii it LL LL m rn n � m m Q m m Q i ❑ vl IL Li IL W IL LL Ll_ LL IL Li Ow O 0 0 0 n N O N N N 0 F > p N N'O� t000N0 V O r W t 0 m L 0 0 0 m Q V Lr m tNONN W O�OOiNO � a CR N W U) Q as a rn C7 z � ❑ 0 J w L) w }bjC E13 �d m ¢¢ ¢ w0000Jm0W ❑ w a Z O = _ _ _ ¢ ¢ = 0 Q ¢¢ 0 0 w Z Z Z Z W W Z 9 H O j (7¢¢¢¢ ¢Li rn m ■ Nlm I c� z O ¢ J F- ca Q J Z J 0 Y W ~ a z w LLI 0 z W I:I ■ Ayarery�r�un� ZV ON AVMMOH MV1S -,, N U m Z N O r ¢ v Q J LU H W 00 m Z c m _ (j W W w ?W a W w ¢ N Z W M W °' ' w �Z U EL W (� ❑m Z 50 a a > rn M: F W Z 00 z H❑ g f-w CL ww _ Wz F- <— i N�I w 0 co u ww J JJ m W ❑❑ U d Iii I=i LC 4 Z i b b s g IL E U) Q Z_ W a Exhibit 'A' I I p L \ � I � ------------- -- mss -- - -rrrw — N U m Z N O r ¢ v Q J LU H W 00 m Z c m _ (j W W w ?W a W w ¢ N Z W M W °' ' w �Z U EL W (� ❑m Z 50 a a > rn M: F W Z 00 z H❑ g f-w CL ww _ Wz F- <— i N�I w 0 co u ww J JJ m W ❑❑ U d Iii I=i LC 4 Z i b b s g IL E U) Q Z_ W a Exhibit 'A' Legal Description of Shopping Center Real Property in the City of Fridley, County of Anoka, State of Minnesota, described as follows: Parcel 1: Lot 2, Block 1, Holiday North 2 d Addition, according to the plat on file in the office of the Registrar of Titles, Anoka County, Minnesota. Parcel 2: Access easement for the benefit of Parcel 1 as created by and described in Easement and Restriction Agreement dated October 18, 2006, filed October 23, 2006, as Document No. 489456.005. Parcel 3: Ingress and egress easement for the benefit of Parcel 1 as created by and described in Easement and Maintenance Agreement dated April 29, 1983, filed May 12, 1983, as Document No. 126502. 05392 \00707 \910454.10 A -2 EXISTING cvs 0. 275.8 27 0 .6' N EXISTING PREMISES 21 160.8' 17 SURRENDER PREMISES FRIDLEY LIQUORS 10,540 S.F.; 13 to H AVAILABLE ANCHOR ±43,877 SQ. FT. ±60.0' 230.0' 0 0 EXHIBIT B EXHIBIT C DESCRIPTION OF LANDLORD'S WORK The following work shall be done by the Landlord prior to the Delivery Date, except as otherwise specified, in accordance with the schedule set forth below. Construct a temporary enclosure wall separating the Existing Premises from the Leased Premises and protect the east customer entry area, as shown on Exhibit C -2 attached hereto. 2. Construct new demising partition as shown on Exhibit C -3 attached hereto. Construct new north storefront including masonry and glass as shown on Exhibit C -4 attached hereto and substantially as shown on the elevation attached hereto as Exhibit C -4- 1. 4. Build out Leased Premises to vanilla box finish, as depicted on the plans attached hereto as Exhibit C -5 and made a part hereof ( "Landlord's Plans ") and /or as provided herein: a. Gypsum wallboard partitions in sales area of Leased Premises, taped, sanded and painted. b. 2'x4' acoustical tile ceiling with lay -in fluorescent light fixtures (1 fixture per 80 square feet of sales floor area) in the sales area and office area at approximately 10' above the finished floor level. Stock area will have exposed fluorescent tube fixtures mounted to structure. c. 1/8' nominal vinyl floor tile and baseboards in sales area. d. HVAC — 3 50 square feet per ton. e. 7 watts per square foot to a circuit breaker panel — electrical outlets shall be installed per Landlord's Plans. f Drain lines for refrigerated cases in locations per Landlord's Plans. g. Male and female restrooms with handicap hardware. h. Single customer entry vestibule with automatic entry doors going east and north. i. Overhead delivery door in location shown on Exhibits C -5 and H. j . Roof hatch for access to HVAC and other roof - mounted equipment in location to be determined by Landlord. k. Curtain wall from ceiling to top of cooler at location of cooler as approximately shown on Exhibit C -5. 1. Office in a size and location to be mutually agreed upon by the parties and consisting of four (4) walls, one (1) window into the sales area and one (1) door. It is the intent of the Landlord and Tenant that, to the extent the description contained herein conflicts with the depiction of the Leased Premises set forth on Exhibit C -5, the descriptions provided herein in Exhibit C# 4(a) through (1) shall control. Landlord shall perform Landlord's Work as described in this Exhibit C at its expense and none of the improvements contained herein shall be subject to or deducted from Tenant's Renovation Allowance as set C -1 05392 \00707 \910454.10 forth in Section 3.3 of the Lease. The following work shall be done by the Landlord following the Delivery Date, except as otherwise specified, in accordance with the schedule set forth below. 5. Renovate east exterior wall of the Leased Premises as shown on Exhibit C -4 -1 attached hereto. 6. Renovate east parking area as generally shown on Exhibit C -9 attached hereto. 7. Decommission and demolish portion of Existing Premises not included in the Leased Premises as shown on Exhibit C -10 attached hereto. 8. Renovate north parking lot as shown on Exhibit C -11 attached hereto. Landlord shall have the right to run drainage lines, utility lines, pipes, duct work or any other component parts of all mechanical and electrical systems, where necessary or desirable, as determined by the Landlord, through attic spaces, column spaces or other parts of the Leased Premises, and to repair, alter, replace or remove the same, and to require the Tenant to install and maintain proper access panels thereto. 05392 \00707 \910454.10 C -2 16' l 275.8 EXISTING PREMISES 160.8' CONSTRUCT TEMPORARY ENCLOSURE WALL. AVAILABLE ANCHOR ±43,877 SQ. FT. 230.0' FRIDLEY LIQUORS 0 N •I. 10,540 S.F.; co Lo r- ±60.0' 1-I 17 m EXISTING cvs �. 7 �.,, t 7 i. EXHIBIT C -2 L�E�XISTING 0 6' (6 N MISES L CONSTRUCT NEW DEMISING PARTITION. AVAILABLE ANCHOR ±43,877 SQ. FT. 230.0' FRIDLEY LIQUORS 10,540 S.F.; Sri r- ±60.0' 17 0 0 EXISTING cvs v , EXHIBIT C -3 7 V H ' 1 � 2 I W � I I m W I I � I dli f6U�' I OFO�I W I I I 1 I IJI � v I Z O I NMI I U Z tV Z Y v-i 'Qi '� 1=A O I lal F- I o N �vN W K I a °w I �nocmj a :. zi W h L"j ' w W 0� z� as W , N 0 z 0 r3 � _ O z � a a a z z w 0 J J a 3 2 12O -p" 1 a 0 I I � I I � zi; 0 5 I I "Sn" To OF. O REMOJED AS l{1 BLDG EWAN910N S e4mu — .lOINT "D5aD G1 SVNJ. A9 ReQ9 - � I I IDEALLY LOCATE I AT 6M 61 'wesnB - rQ W NEW COL" - nP. I O I IF Hew ALL AS SNOW+ , fn 4 IY Z .w 0p I U) F I � W ME - - - ID - F I I i • NEW DEMISI" WALL i Q Z p — — E O W Z Y € I LUQ Qn z e41 oi.64 1-6' . � Z ZWo CL lJ . W0 LL STOCK KOOM 4 LL ui uj PROPOSED MOST ROOMS AT BRADe DOORS i o �,__. 4 <Ugij EXHIBIT C -5 ±60.0' 230.0' N rl 11 1 n2, ,7 EXISTING cvs 13III!!I I I J EXHIBIT C -10 EXHIBIT D DESCRIPTION OF TENANT'S WORK All work required to complete and place the Leased Premises in finished condition for opening for business, except work to be done by the Landlord described in Exhibit C, is to be done by the Tenant, at the Tenant's expense, and in accordance with this Exhibit, Exhibit E, and the Lease to which this Exhibit is attached. I. TENANT'S WORK includes, but is not limited to, the following: 1.1 Relocate a portion of Tenant's large beer cooler from the Existing Premises to temporary vacant space (where Landlord shall store same at Landlord's cost) as shown on Exhibit D -1 attached hereto. Landlord shall give Tenant not less than thirty (30) days prior notice of the date on which Tenant shall relocate Tenant's cooler and products, whereupon Tenant shall partition Tenant's cooler to prepare for the partial relocation. 1.2 Purchasing and installing new equipment and fixtures or reinstalling the shelving in the Existing Premises and other interior fixtures and equipment, including all refrigerated coolers and cases and remote compressors. 1.3 Relocating or disposing of all trade fixtures and furnishings in the Existing Premises. 1.4 Relocating all of Tenant's merchandise from the Existing Premises to the Leased Premises. 1.5 Install storefront display platforms or backgrounds. 1.6 Purchasing and installing new signage consistent with Tenant's sign plans as illustrated in Exhibit C -4 -1 and as approved by Landlord. 1.7 Purchasing and installing any new or relocated interior decor package. 1.8 Obtaining all permits and inspections associated with Tenant's Work. 11. CHANGES & ALTERATIONS Landlord reserves the right to require changes in Tenant's Work when necessary by reason of code requirements, or building facility necessity, or directives of governmental authorities having jurisdiction over the Leased Premises, or directives of Landlord's insurance underwriters. III. GENERAL PROVISIONS All work done by Tenant shall be governed in all respect by, and be subject to, the following: D -1 05392 \00707 \910454.10 3.1 Plans. All work other than that to be performed by Landlord, if any, is to be done by Tenant, by reputable contractors approved by Landlord, at Tenant's expense and in strict accordance with the outline description set forth in this Exhibit D, the Sign Criteria set forth in Exhibit E and the fixture layout to be provided by Tenant which shall be subject to Landlord's approval. Tenant agrees to submit to Landlord, within fifteen (15) days following receipt of notice from Landlord that Tenant's Plans are due ( "Plan Notice "), plans covering Tenant's Work ( "Tenant's Plans "). Within a reasonable time following Landlord's receipt of Tenant's Plans, Landlord shall either approve Tenant's Plans as submitted or conditionally approve Tenant's Plans by noting required revisions thereon ( "Landlord's Notes "). Landlord's Notes shall be incorporated by reference into and be deemed to modify Tenant's Plans as though originally set forth therein. Tenant's Plans, as revised by Landlord's Notes, shall collectively constitute the "Approved Tenant Plans." The technical review of Tenant's Plans for the purpose of securing Landlord's approval shall be performed by Landlord's project architect at Landlord's cost. In the event that Tenant fails to make timely submission of Tenant's Plans or Tenant's Additional Plans as provided in this Lease, then Landlord shall have the right, but not the obligation, to proceed with Landlord's Work pursuant to plans prepared by or otherwise approved by Landlord. 3.2 Prosecution of Tenant Work. A. In addition to the requirements set forth in 3.1 above, not less than five (5) days prior to the date on which Tenant is obligated to commence performance of Tenant's Work, and before delivery of any materials into the Leased Premises or the Shopping Center, Tenant shall furnish to Landlord for approval evidence satisfactory to Landlord that the insurance coverage described in Section 8.1J of the Lease is in effect; the names and addresses of all contractors; copies of all contracts, necessary permits and licenses; certificates of insurance and instruments of indemnification; and waivers of lien against any and all costs, claims, expenses, damages and liabilities which may arise in connection with such work, all in such form and amount as is satisfactory to Landlord. B. Tenant shall, following the Delivery Date, commence Tenant's Work and thereafter diligently prosecute such work to completion not later than the Commencement Date. Tenant shall not commence any work upon or within the Leased Premises or be entitled to possession thereof until (a) Landlord has approved Tenant's Plans and (b) Landlord has received and approved all items described in Section 3.2.A above. Tenant's failure to provide all items described in Section 3.2.A within the time required shall not excuse Tenant's delay in commencing Tenant's Work. Upon completion of Tenant's Work, Tenant shall furnish Landlord with contractor's affidavits accompanied by full and final waivers of lien, receipted bills covering all labor and materials expended and used in connection with such work and copies of all permits which are required to evidence the proper completion of such work, including a certificate of occupancy evidencing that Tenant has satisfied all local governmental requirements necessary to conduct Tenant's business in the Leased Premises. All of Tenant's Work shall be performed in strict compliance with the Approved Tenant Plans and comply with all insurance requirements and with all laws, ordinances, rules and regulations of all governmental authorities and all occupancy permits applicable to the Leased Premises. 05392 \00707 \910454.10 D -2 3.3 Landlord agrees to notify Tenant within a reasonable time in advance of the day when Tenant must commence Tenant's Work and Tenant agrees that Landlord may require Tenant to commence work, subject to such notice to commence Tenant's Work before Landlord's Work has been fully completed, provided that the Leased Premises and the building of which the Leased Premises are a part are completed to the extent that it is practicable for Tenant to commence Tenant's Work. Tenant's Work shall be coordinated with the work being done by the Landlord and/or other tenants of Landlord to such a degree that such work will not interfere with or delay the completion of work by Landlord and/or other tenants of Landlord. 3.4 Tenant's Work shall be performed in a first -class workmanlike manner using good grades of new materials and without interfering with other tenants' operations and shall be in good and usable condition at the date of completion thereof. The materials to be used by Tenant for floor and wall coverings, countertops, lighting fixtures and other fixtures and decor items installed by Tenant shall be new and of good quality. Tenant shall require any party performing any such work to guarantee the same to be free from any and all defects in workmanship and materials for one (1) year from the date of completion thereof. Tenant shall also require any such party to be responsible for the replacement or repair without additional charge of any and all work done or furnished by or through such party which shall become defective within one (1) year after substantial completion of the work. The correction of such work shall include, without charge, all expenses and damages in connection with such removal, replacement, or repair of any part of the work which may be damaged or disturbed thereby. All warranties or guarantees as to materials or workmanship on or with respect to Tenant's Work shall be contained in the contract or subcontract which shall be so written that such guarantees or warranties shall inure to the benefit of both Landlord and Tenant, as their respective interests appear, and can be directly enforced by either. Tenant covenants and agrees to give Landlord any assignment or other assurances necessary to effect the same. 3.5 Landlord shall have the right (but shall not be obligated) to perform by its own contractor or subcontractor, on behalf of and for the account of Tenant, any of Tenant's Work which Landlord determines should be so performed. Generally, such work shall be work which affects any structural or roofing components, or work of other tenants of, or the general utility systems for, the building in which the Leased Premises are located. If Landlord so determines, it shall so notify Tenant prior to the commencement of such work. Tenant shall promptly, on demand, reimburse Landlord for all costs of planning and performing such work when and as incurred by Landlord, and for all permits in connection therewith. 3.6 Compliance with Laws: All Tenant's Work shall conform to applicable statutes, ordinances, regulations, codes and the requirements of Landlord's fire underwriter. Tenant shall obtain and convey to Landlord copies of all permits, certifications and approvals indicating compliance. 3.7 Approvals: No approvals by Landlord shall be deemed valid unless the same shall be in writing signed by the Landlord. 05392 \00707 \910454.10 D -3 6 I 275.8 cD I I N RELOCATE COOLER, SHELVING AND PRODUCT FROM HIGHLIGHTED AREA. AVAILABLE ANCHOR ±43,877 SQ. FT. 230.0' FRIDLEY LIQUORS 10,540 S.F.; Iq to rl ±60.0' a W EX /S TING C VS 0 I i-rl� HIBIT D- /j EXHIBIT E SIGN CRITERIA ►I ' 1.1 This exhibit shall govern the design, construction and installation of all signs to be installed by the Tenant at any time in conjunction with the provisions of the Tenant's Lease. The Landlord shall make all final and controlling determinations concerning any questions of interpretation of this sign policy. 1.2 It is intended that the signing of stores in Fridley Market shall be designed and executed in a manner to result in an attractive and coordinated total effect. Lettering shall be well proportioned, and its design, spacing and legibility shall be a major criterion for approval. 1.3 Tenant shall be required to identify its premises by erecting signs which shall be attached respectively directly to the building fascia as described hereinafter. Where the Leased Premises is a corner store, Tenant may install a fascia sign on each fascia when the parallel lease frontage exceeds fifteen (15) feet, and the criteria shall govern each frontage respectively. In no event shall the preceding sentence be construed to permit the installation of fascia signage on `sides of a building lacking fascia. Landlord hereby approves Tenant's sign rendering attached hereto as Exhibit C -4 -1. The parties agree that Tenant's building signs shall be prepared and installed in the size and locations shown on Exhibit C -4 -1. 1.4 Landlord shall supply and install a uniform identification sign on the Tenant's service door at the Tenant's expense. Tenant shall not post any additional signs in the service area. 1.5 The content of Tenant identification signs shall be limited to the store name and shall not include crests, shields, logos or names of items for sale. 1.6 All lines of lettering shall run horizontally. 1.7 All lettering shall be upper case or lower case block type letters or combinations thereof. Script shall not be allowed, except as the Landlord shall otherwise determine. 1.8 Moving, rotating, flashing, noise - making or odor - producing signs shall not be allowed. 1.9 The names, stamps or decals of manufacturers or installers shall not be visible except for technical data (if any) required by governing authorities. 1.10 Tenant shall not be permitted to open for business without approved required signs in place. Failure to open for this reason shall not excuse Tenant from the performance of its obligations under the Lease. 05392 \00707 \910454.10 E -1 II. CRITERIA FOR BUILDING FASCIA SIGNS 2.1 Letters shall be individual and individually mounted to the fascia material with minimum practical sized, noncorrosive, concealed fastenings, weathersealed at point of fascia penetration. 2.2 Length of signs shall be limited to 70% of the leased frontage. The assigned position for each Tenant sign is as illustrated on Exhibit C -4 -1, or as otherwise approved by Landlord. 2.3 The principal base of all sign letters shall be aligned on a base line located as determined by the Landlord for each Tenant sign. 2.4 The maximum height of upper case letters, lower case letters and ascenders and descenders of lower case letters shall be limited as shown in the following chart. LEASE FRONTAGE UPPER CASE LOWER CASE ASCENDER/ DESCENDERS Less than 20' 24" 16" 8" 20' to less than 30' 30" 20" 10" 30' to less than 50' 36" 24" 12" 50' to less than 80' 42" 28" 14" 80' and over 48" 32" 16" 2.5 Letters shall be of minimum practical depth. Maximum depth shall be 5 ". 2.6 Letters shall be formed of steel or aluminum back and sides with white porcelain or baked enamel or anodized aluminum exterior finish. Sides and trim caps (if any) shall be white in color. Open end of the channel shall be glazed with acrylic plastic facing of color selected by the Tenant. 2.7 Sign letters shall be self - illuminated. Internal illumination shall be provided by neon -type tubing with wiring and transformers concealed behind the fascia construction. Electrical penetrations of the fascia shall be of minimum practical size and number, non - corrosive, concealed and weathersealed at point of fascia penetration. 2.8 Tenant shall install any blocking behind the canopy fascia that may be necessary to properly support the individual letters. Minimum blocking shall be installed in a manner that will not damage the canopy structure of the fascia. III. CRITERIA FOR CANOPY SOFFIT SIGNS 3.1 Landlord may establish a design for a standard canopy soffit or "blade" sign with space for Tenant identification of standard size and color. Letter style shall match Tenant's fascia sign. E -2 05392 \00707\910454.10 3.2 All canopy soffit or "blade" signs shall be fabricated and installed by a sign company selected by Landlord. Tenant shall order said signs(s) from and make payment directly to the Landlord. 3.3 Signs shall be mounted and located as determined by the Landlord. IV. CRITERIA FOR STOREFRONT SIGNS 4.1 Tenant may install not more than a total of two identification signs on the doors, windows or sidewall returns of the storefront. Signs shall be non - illuminated, shall not exceed 2" in height and letters shall be either painted, or cut from self - adhering vinyl fabric of 1/4" thick wood, metal or plastic. 4.2 Tenant shall not apply any other signs to the interior or exterior face of the storefront glass or other material. V. APPROVAL OF LOCAL GOVERNMENT AUTHORITIES 5.1 Tenant shall be responsible for complying with the regulations and ordinances governing the installation and maintenance of signs with the City of Fridley, Minnesota. Application for necessary permits and the payment of fees shall be directed to the appropriate City Department. VI. PROCEDURE AND SCHEDULE FOR COMPLETION OF SIGN DRAWINGS 6.1 Prior to awarding a contract for fabrication and installation, Tenant shall submit drawings and specification, in quadruplicate, including samples of materials and colors, for all its proposed building fascia, canopy soffit and storefront sign work. The drawings shall clearly show location of sign and indicate graphics, color, materials, construction and attachment details. Landlord shall return one (1) set to Tenant with its required modifications and/or approval. E -3 05392 \00707 \910454.10 FXNTRTT F RULES AND REGULATIONS Tenant covenants and agrees to abide with the following Rules and Regulations for the Shopping Center: 1. No sign, advertisement, display, notice, or other lettering shall be exhibited, inscribed, painted or affixed on any part of the outside of the Leased Premises or inside, if visible from the outside, or outside the building of which they form a part, and no symbol, design, mark, or insignia adopted by Landlord for the Shopping Center or the tenants therein shall be used in connection with the conduct of Tenant's business in the Leased Premises or elsewhere without, in each instance, the prior written consent of Landlord. All such signs, displays, advertisements, and notices of Tenant so approved by Landlord shall be maintained by Tenant in good and attractive condition at Tenant's expense and risk. The distribution of handbills, leaflets or other printed materials including but not limited to the use of handbills for advertising, shall be prohibited at the Shopping Center. 2. No awning or other projections shall be attached to the outside walls of the Leased Premises or the building of which they form a part without, in each instance, the prior written consent of Landlord. 3. All loading and unloading of goods shall be done only at such times, in the areas and through the entrances designated for such purpose by Landlord. 4. All garbage and refuse shall be kept in the kind of container specified by Landlord, and prepared for collection in the manner and at the times and places specified by Landlord. If Landlord shall provide or designate a service for picking up refuse and garbage, Tenant shall use same at Tenant's cost, provided such cost shall be competitive to any similar service available to Tenant. Tenant will not install or cause to be installed any automatic garbage disposal equipment without the prior written consent of Landlord. 5. No radio or television or other similar device shall be installed, and no aerial shall be erected on the roof or exterior walls of the Leased Premises, or on the grounds without, in each instance, the prior written consent of Landlord. Any aerial so installed without such written consent shall be subject to removal without notice at Tenant's expense at any time. 6. No loud speakers, television sets, phonographs, radios or other devices shall be used in a manner so as to be heard or seen outside of the Leased Premises without the prior written consent of Landlord. 7. No auction, fire, bankruptcy or selling -out sales shall be conducted on or about the Leased Premises without the prior written consent of Landlord, which may be withheld in Landlord's sole and absolute discretion. 8. Tenant shall keep Tenant's display windows illuminated and the signs and exterior lights lighted each and every day of the term hereof during the hours designated by Landlord. F -1 05392 \00707 \910454.10 9. Tenant shall keep the Leased Premises at a temperature sufficiently high to prevent freezing of water in pipes and fixtures. 10. The outside areas immediately adjoining the Leased Premises shall be kept clean by the Tenant and Tenant shall not place or permit any obstructions or merchandise in such areas or in the service corridors. 11. Tenant and Tenant's employees shall park their cars only in those portions of the parking area designated for employee parking by Landlord, and Tenant shall pay Landlord a charge of $10 per day for each car of Tenant and Tenant's employees which park on Landlord's Tract outside the designated area. Tenant shall furnish Landlord the automobile license numbers assigned to Tenant's cars and the cars of Tenant's employees within five days after taking possession of the Leased Premises and shall thereafter notify the Landlord of any changes within five days after such changes occur. 12. Tenant shall not make or permit any noise or odor which Landlord deems objectionable to emanate from the Leased Premises and no person shall use the Leased Premises as sleeping quarters, sleeping apartments or lodging rooms. 13. Tenant shall obtain all permits and licenses necessary to conduct its business. 14. Tenant shall not operate any coin or token operated vending machine or similar device for the sale of any goods, wares, merchandise, food, beverages, or services, including but not limited to, pay telephones, pay lockers, pay toilets, scales, amusement devices and machines for the sale of beverages, foods, chewing gum, candy, cigarettes or other commodities or any moving sign or fixture of any kind without the prior written consent of Landlord. The foregoing covenants and agreements of this Exhibit F shall be referred to as "Rules and Regulations." F -2 05392 \00707 \910454.10